When the parent is listed in Seoul, Tokyo or Singapore, the Vietnamese subsidiary receives dense reporting requests on the foreign exchange’s calendar — and a reverse question: must the subsidiary itself disclose information under Vietnamese securities law? Answering that question correctly separates two entirely different duty tracks: disclosure under Vietnamese law, and consolidation reporting under the law of the parent’s listing venue.
Legal basis
The Securities Law 2019 and Circular 96/2020/TT-BTC on disclosure apply to public companies, listed organizations and participants in Vietnam’s securities market — a subsidiary not listed in Vietnam does not fall under that regime merely because its parent is listed abroad. Its actual duties come from three other sources: the rules of the parent’s listing venue and securities law (flowing down through group governance rules and the consolidation reporting calendar); related-party reporting and transfer-pricing documentation under Decree 255/2026/ND-CP (replacing Decree 132/2020 from 1 July 2026); and project activity reporting under Investment Law 143/2025/QH15 together with domestic statistics and finance reporting.
Analysis: questions investors actually ask
What must a Vietnamese subsidiary of a foreign listed parent disclose?
Under Vietnamese law, no public-company style disclosure package is triggered automatically. The subsidiary files the routine reports of an FDI enterprise — audited financial statements, investment project implementation reports, related-party transaction declarations. Any market disclosure is made by the parent at its own exchange, based on data the subsidiary supplies. The common misconception is that the subsidiary ‘must disclose like a listed company’ in Vietnam — that is true only if the subsidiary itself becomes a public or listed company.
Must the subsidiary’s financial statements be made public?
An FDI subsidiary’s audited financial statements must be filed with the tax, finance, statistics and investment registration authorities as prescribed, but they are not a document published to the world like a listed company’s report. In practice the subsidiary’s figures still reach the market through the group’s audited consolidated reports — so data discipline at subsidiary level must meet listed standards even though the subsidiary itself is unlisted.
Must intra-group transactions be disclosed?
In Vietnam, a subsidiary’s intra-group transactions are not subject to securities disclosure, but they are subject to strict related-party declaration and pricing documentation: transactions with related parties must be declared in the related-party return with pricing files (Local File/Master File under Decree 255/2026). At group level, a material transaction may require disclosure at the parent’s exchange under that exchange’s materiality thresholds. Two systems look at the same transaction but ask different questions: is the price arm’s length (Vietnam), and is the information material to investors (the listing venue)?
Practical recommendations
Our advice: build a two-tier compliance calendar for the subsidiary — the Vietnam tier (tax, investment, statistics) and the group tier (consolidation closing, parent disclosure) — running off one single source dataset so the two reporting systems never diverge. Name a Vietnam contact responsible for answering urgent group information requests on material events (tax inspections, major disputes), because an event at the subsidiary can become immediately disclosable information at the parent’s exchange.
Contact us
FLAT Law Firm advises foreign investors on company formation, capital structure, land and joint-venture governance in Vietnam. Contact us for advice on your specific case.
For general reference only; not a substitute for legal advice on your specific case.
This article has been quality-reviewed by the FLAW AI Legal Council